What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 574 added, 684 removed, 445 unchanged (74% of the section changed)

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use various trademarks, trade names and service marks in our business, including “AE 360 DDM”, “Asset Entities Where

Assets Are Created”, “SiN”, “Social Influencer Network”, “Ternary D”, “Options Swing”,

and associated marks.

For convenience, we may not include the ℠, ® or ™ symbols, but such omission

is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law.

Any other trademarks,

trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.

Assets Are Created”, “SiN”, “Social Influencer Network”, Ternary D, OptionsSwing, and associated marks.

For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect

our intellectual property rights to the fullest extent allowed by law.

Any other trademarks, trade names or service marks referred to

in this Quarterly Report on Form 10-Q are the property of their respective owners.

Note Regarding Forward-Looking Statements

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ability to introduce new products and services;

ability to obtain additional financing to develop additional services and offerings;

compliance with obligations under intellectual property licenses with third parties;

ability to obtain additional funding to develop additional services and offerings;

with obligations under intellectual property licenses with third parties;

acceptance of our new offerings;

● competition

from existing online offerings or new offerings that may emerge;

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of and competition trends in our industry;

accuracy and completeness of the data underlying our or third-party sources’ industry and market analyses and projections;

accuracy and completeness of the data underlying our or third-party sources’ industry

and market analyses and projections;

expectations regarding demand for, and market acceptance of, our services;

expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

expectations regarding our relationships with investors, institutional funding partners and

other parties with whom we collaborate;

● fluctuations

in general economic and business conditions in the markets in which we operate;

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“ Risk Factors ” in our Annual Report on Form

10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April

2, 2024 (the “2023 Annual Report”).

If one or more of these risks or uncertainties occur, or if our underlying assumptions

prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements.

No forward-looking statement is a guarantee of future performance.

10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March

If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events

or results may vary significantly from those implied or projected by the forward-looking statements.

No forward-looking statement is

a guarantee of future performance.

addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

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real estate investments, which is expected to appeal strongly to older generations as well.

Our current combined server user membership

was approximately 200,000 as of September 30, 2024.

Our combined server user membership was approximately

204,588 as of March 31, 2025.

social media and marketing services utilize our management’s social influencer backgrounds by offering social media and marketing

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(iii) customize their user Discord permissions and roles and other Discord settings;

and (iv) utilize

our Discord bot to automatically apply their Discord user settings to authenticate new users, apply customizable permission sets to users,

and remove users when their subscriptions expire.

As a Stripe-verified partner through Ternary v2, we can also assist subscribers with

integrating other platforms into their Discord servers with open application programming interfaces, further extending our platform’s

capabilities.

and (iv) utilize our Discord

bot to automatically apply their Discord user settings to authenticate new users, apply customizable permission sets to users, and remove

users when their subscriptions expire.

As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating

other platforms into their Discord servers with open application programming interfaces, further extending our platform’s capabilities.

believe that we are a leading provider of all of these services, and that demand for all of our services will continue to grow.

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revenue depends on the number of paying subscribers to our Discord servers.

During the three months ended September 30, 2024 and 2023,

we received revenue from 1,184 and 298 Asset Entities Discord server paying subscribers, respectively.

During the three months ended March 31, 2025 and 2024, we

received revenue from 1,254 and 438 Asset Entities Discord server paying subscribers, respectively.

Historical Performance

As of September 30, 2024, the Company had an accumulated

deficit of $9,994,891 and cash balance of $2,098,406.

During the three months ended September 30, 2024 and 2023, we had a net loss of

$1,315,369 and $1,190,491, respectively.

To date, the Company has financed its operations primarily through capital raises and sales of

its services.

of March 31, 2025, the Company had an accumulated deficit of $13,665,770 and cash and cash equivalents of $4,208,912.

During the three months ended March 31, 2025

and 2024, we had a net loss of $1,624,218 and $1,386,904, respectively.

To date, the Company has financed its operations primarily through

capital raises and sales of its services.

In April 2024, the Company filed a Registration Statement on Form S-3 (File No.

333-278707), which was declared effective

by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate (the “Shelf Registration Statement”),

subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in any

12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000.

In May 2024, the Company

completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and in July 2024,

the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds.

In September 2024, the

Company entered into a Sales Agreement, dated as of September 27, 2024 (the “ATM Sales Agreement”), between the Company and

A.G.P./Alliance Global Partners (the “Sales Agent”), and filed a prospectus supplement to the Shelf Registration Statement

for an “at the market offering” of shares of Class B Common Stock (the “ATM Financing”) for gross proceeds of

up to $1,791,704.

The Company expects that up to approximately $1.0 million of additional gross proceeds may be sold in the ATM Financing,

subject to the Company’s ability to meet the requirements of SEC rules for the filing of an additional prospectus supplement to

the Shelf Registration Statement for such additional amount.

Based on the Company’s existing cash resources and the cash expected

to be received from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry

out the Company’s planned operations through September 30, 2025 and for at least 12 months beyond that period.

For further discussion,

“ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and

Capital Resources ”.

which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate (the “Shelf

Registration Statement”), subject to the requirement that in no event may we sell shares having a value exceeding more than one-third

of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000.

In May 2024, the Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5

million, and in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds.

In September 2024, the Company entered into a Sales Agreement, dated as of September 27, 2024 (the “ATM Sales Agreement”),

between the Company and A.G.P./Alliance Global Partners (the “Sales Agent”), and filed a prospectus supplement to the Shelf

Registration Statement for an “at the market offering” of shares of Class B Common Stock (the “ATM Financing”)

for gross proceeds of up to $1,791,704.

As of March 31, 2025, the Company had filed additional prospectus supplements to the Shelf Registration

Statement to increase the maximum gross proceeds to $5,489,399.

Since the commencement of the ATM Financing, a total of 5,417,700 shares

has been sold, for net proceeds to the Company of $4,830,647.56, after paying $329,362 in compensation to the Sales Agent and the same

amount to Boustead Securities, LLC (“Boustead”) under the Boustead ATM Waiver (as defined in “ —Liquidity and

Capital Resources – ATM Financing – Waivers and Consents to ATM Financing ”).

The Company has received confirmation

from the investor in its Series A Preferred Stock that it will invest up to an additional $3 million upon request by the Company.

on the Company’s existing cash resources and the cash expected to be received from the ATM Financing and other planned financings,

it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through March 31, 2026

and for at least 12 months beyond that period.

For further discussion, see Item 7.

“ —Liquidity and Capital Resources ”.

Factors Affecting Our Financial Performance

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growth company, we will not be required to:

an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

three years, instead of two years, of audited financial statements, with correspondingly reduced “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” disclosure in this Annual Report;

with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation

or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e.,

an auditor discussion and analysis);

an auditor report on our internal control over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act;

three years, instead of two years, of audited financial statements, with correspondingly

reduced “ Management’s Discussion and Analysis of Financial Condition and Results

of Operations ” disclosure in this Annual Report;

with any requirement that may be adopted by the Public Company Accounting Oversight Board

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing

additional information about the audit and the financial statements (i.e., an auditor discussion

and analysis);

with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;”

certain executive compensation related items such as the correlation between executive compensation and performance and comparisons

of the chief executive officer’s compensation to median employee compensation.

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”

and “say-on-frequency;” and

certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median

employee compensation.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

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will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our

initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1,235,000,000 or more,

(ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,

initial public offering;

(ii) the last day of the first fiscal year in which our total annual gross revenues are $1,235,000,000 or more;

(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter;

or (iv) the date on which we have

issued more than $1 billion in non-convertible debt during the preceding three year period.

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requirements.

September 30, 2024, we cancelled 30,067 shares of Class B Common Stock that were granted as restricted stock under the Asset Entities

2022 Equity Incentive Plan (the “Plan”) due to the termination of the grantee’s employment, which were forfeited

and returned to the Plan in accordance with the terms of the Plan.

and Plan of Merger

May 6, 2025, the “Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alpha Merger Sub,

LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), Strive Enterprises, Inc.,

an Ohio corporation (“Strive”), and Strive Asset Management, LLC, an Ohio limited liability company and a wholly owned subsidiary

of Strive (“Asset Management”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth

in the Merger Agreement, Merger Sub will merge with and into Asset Management (the “Merger”), with Asset Management continuing

as a wholly owned subsidiary of the Company and the surviving company of the Merger.

board of directors of the Company unanimously adopted and approved the Merger Agreement and the transactions contemplated thereby, and,

subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Company’s stockholders approve the

Merger Agreement and the transactions contemplated thereby.

to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each then-outstanding unit or membership interest

of Asset Management will be converted into the right to receive a number of shares of the Company Consideration Stock equal to the Exchange

Ratio (the “Merger Consideration”).

The “Company Consideration Stock” shall be the current Class A Common Stock,

redesignated as class B common stock, $0.0001 par value per share, of the Company (the “New Class B Common Stock”), pursuant

to amended and restated articles of incorporation of the Company to be adopted and approved in accordance with the Merger Agreement (the

“A&R Articles of Incorporation”).

The “Exchange Ratio” shall be calculated so that Strive shall receive,

in respect of such units or membership interests of Asset Management, a number (rounded up to the nearest whole number) of shares of

Company Consideration Stock equal to the aggregate number of shares of Company Consideration Stock that would need to be issued to Strive

to result in Strive holding 94.2% of the then outstanding common stock of the Company after giving effect to the Merger on a fully-diluted

basis (subject to certain adjustments).

closing of the Merger (the “Merger Closing”) is subject to the satisfaction or, to the extent permitted by law, the waiver

of certain conditions including, among other things, (i) the required approvals by the Company’s and Strive’s stockholders,

(ii) the Company’s current holders of shares of Class A Common Stock having converted all shares of Class A Common Stock into current

Class B Common Stock, (iii) the effectiveness of the A&R Articles of Incorporation, (iv) the Form S-4 (as defined below) having become

effective in accordance with the provisions of the Securities Act, and not being subject to any stop order or proceeding seeking a stop

order or having been withdrawn, (v) no law or order preventing the Merger and the other transactions contemplated by the Merger Agreement

(or, with respect to Strive’s obligations to consummate the Merger Closing, imposing a Burdensome Condition (as defined in the

Merger Agreement)), (vi) the approval for listing on The Nasdaq Stock Market LLC (“Nasdaq”) of the class A common stock,

$0.0001 par value per share, of the Company (the “New Class A Common Stock”), which is the current Class B Common Stock redesignated

pursuant to the A&R Articles of Incorporation, (vii) the Pre-Closing Reorganization (as defined in the Merger Agreement) having been

consummated, (viii) Strive having received a tax opinion that the transfer (or deemed transfer) of assets from Strive to the Company

in exchange for Company stock (and the deemed assumption of liabilities) pursuant to the Merger will qualify as a transaction described

in Section 351(a) of the Internal Revenue Code, (ix) no share of Company capital stock being entitled to dissenters’ rights, and

(x) other customary closing conditions.

Merger Agreement contains representations, warranties and covenants made by the Company and Strive, including covenants relating to obtaining

the requisite approvals of the stockholders of the Company and Strive, indemnification of directors and officers, and the Company’s

and Strive’s conduct of their respective businesses between the date of signing the Merger Agreement and the date of the Merger

connection with the Merger, the Company will prepare and file with the SEC a registration statement on Form S-4 registering the New Class

A Common Stock to be issued to the Company’s stockholders in the Merger (the “Form S-4”), and a proxy statement with

respect to the meeting of the Company’s stockholders.

Merger Agreement contains certain termination rights, including, among others, (i) the mutual written consent of the parties, (ii) the

right of either the Company or Strive to terminate the Merger Agreement if the Merger shall not have been consummated by November 6,

2025 (the “End Date”), (iii) the right of either the Company or Strive to terminate the Merger Agreement if any applicable

law is adopted or a court of competent jurisdiction or other governmental authority issues an order, decree or ruling prohibiting, rendering

illegal or permanently enjoining the Merger and the other transactions contemplated by the Merger Agreement and, in the case of an order,

decree or ruling, such order, decree or ruling shall have become final and nonappealable, (iv) the right of either the Company or Strive

to terminate the Merger Agreement if approval of the Company’s stockholders is not obtained at the Company stockholder meeting,

(v) the right of either the Company or Strive to terminate the Merger Agreement if, at the time of the approval of the Company’s

stockholders, approval of Strive’s stockholders has not been obtained, (vi) the right of Strive to terminate the Merger Agreement,

at any time prior to Strive obtaining stockholder approval, if Strive’s board authorizes it to, and Strive does, enter into a definitive

written agreement providing for a Parent Superior Proposal (as defined in the Merger Agreement) (a “Parent Superior Proposal Termination”),

(vii) the right of Strive to terminate the Merger Agreement, at any time prior to the Company obtaining stockholder approval, upon the

occurrence of a Company Adverse Recommendation Change (as defined in the Merger Agreement), (viii) the right of the Company to terminate

the Merger Agreement, at any time prior to the Company obtaining stockholder approval, if the Company’s board authorizes it to,

and the Company does, enter into a definitive written agreement providing for a Company Superior Proposal (as defined in the Merger Agreement)

(a “Company Superior Proposal Termination”), (ix) the right of the Company to terminate the Merger Agreement, at any time

prior to Strive obtaining stockholder approval, upon the occurrence of a Parent Adverse Recommendation Change (as defined in the Merger

Agreement), and (x) the right of either the Company or Strive to terminate the Merger Agreement due to a breach by the other party of

any of its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain

The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) the

Company may be obligated to pay Strive a termination fee of $10 million, including (a) upon termination by the Company pursuant to a

Company Superior Proposal Termination, (b) upon termination by Strive pursuant to a Company Adverse Recommendation Change, and (c) prior

to Company stockholder approval being obtained, the Merger Agreement is terminated for certain reasons by either Strive or the Company

if a Company Acquisition Proposal (as defined in the Merger Agreement) shall have been publicly announced or otherwise been communicated

to the Company’s board after the date of the Merger Agreement and prior to the Company stockholder meeting or the date of termination,

as applicable, and within 12 months after such termination the Company enters into a definitive agreement with respect to, or consummates,

a Company Acquisition Proposal, and (ii) Strive may be obligated to pay the Company a termination fee of $10 million, including (a) upon

termination by Strive if pursuant to a Parent Superior Proposal Termination, (b) upon termination by the Company pursuant to a Parent

Adverse Recommendation Change, and (c) prior to Strive stockholder approval being obtained, the Merger Agreement is terminated for certain

reasons by either Strive or the Company if a Parent Alternative Proposal (as defined in the Merger Agreement) shall have been publicly

announced or otherwise been communicated to Strive’s board after the date of the Merger Agreement and prior to the Company stockholder

meeting or the date of termination, as applicable, and within 12 months after such termination Strive enters into a definitive agreement

with respect to, or consummates, a Parent Alternative Proposal.

foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by the

terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of

such agreement or other specific dates.

The assertions embodied in those representations, warranties and covenants were made for purposes

of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in

connection with negotiating such agreement.

The Merger Agreement has been filed to provide investors with information regarding its terms.

It is not intended to provide any other factual information about the Company, Strive or any other party to the Merger Agreement.

particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes

of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations

agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual

risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality

applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC.

should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the

actual state of facts or condition of any party to the Merger Agreement.

In addition, the representations, warranties, covenants and

agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification.

Moreover, information concerning

the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent

information may or may not be fully reflected in the Company’s public disclosures.

and Support Agreement

connection with the Merger Agreement, on May 6, 2025, Strive and certain stockholders of the Company entered into a Voting and Support

Agreement (the “Support Agreement”), pursuant to which, among other things, each such stockholder has agreed, on the terms

and subject to the conditions set forth therein, (i) to vote all of their respective voting shares in the Company, collectively constituting

approximately 42.7% of the total voting power of the outstanding shares of the Company’s common stock as of the date of the Merger

Agreement, in favor of the approval of the Merger Agreement and other transactions contemplated by the Merger Agreement), (ii) to convert

their Class A Common Stock into Class B Common Stock (which will be redesignated as New Class A Common Stock), in exchange for a payment

of $2.5 million from the Company and (iii) certain other matters in connection with the Merger as contemplated thereby.

foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Support Agreement, a copy of which is filed as Exhibit 10.8 hereto and is incorporated herein by reference.

April 28, 2025, the Compensation Committee (the “Compensation Committee”) of the board of directors of the Company approved

annual cash bonuses for 2025 for the Company’s principal executive officer, principal financial officer and named executive officers,

among others.

Arshia Sarkhani, the Company’s Chief Executive Officer and President, Matthew Krueger, the Company’s Chief

Financial Officer, Secretary and Treasurer, and Michael Gaubert, the Company’s Executive Chairman, each received a cash bonus of

Kyle Fairbanks, the Company’s Executive Vice-Chairman and Chief Marketing Officer, received a cash bonus of $25,000.

of the foregoing officers is eligible to receive an annual cash bonus as determined by the Company’s board or the Compensation

Committee pursuant to their respective employment agreement or consulting agreement.

of Operations

of Three Months Ended September 30, 2024 and 2023

of Three Months Ended March 31, 2025 and 2024

Three Months Ended

Operations Data

September 30,

Operating expenses

Contract labor

General and administrative

Management compensation

Total operating expenses

Loss from operations

Our revenues increased 237.4% to approximately $0.20 million for the three months ended September 30, 2024 from approximately $0.06 million

for the three months ended September 30, 2023.

This increase was primarily due to an increase in revenues from the increased number

of our Discord server paying subscribers during the three months ended September 30, 2024, including subscribers to the OptionsSwing

and Pure Profits Discord servers that the Company acquired in November 2023 and June 2024, respectively, compared to such revenues for

the three months ended September 30, 2023, which preceded the acquisitions of the OptionsSwing and Pure Profits Discord servers.

was no material difference in the Company’s subscription pricing structure between these periods.

Operating Expenses .

Our total operating

expenses increased 21.4% to approximately $1.52 million for the three months ended September 30, 2024 from approximately $1.25 million

for the three months ended September 30, 2023.

This increase was primarily due to an increase in advertising, marketing, payroll and

other administrative expenses and administrative cost of public filings of approximately $0.24 million and an increase in management

compensation costs of approximately $0.03 million for the three months ended September 30, 2024, compared to such costs for the three

months ended September 30, 2023.

Loss From Operations .

from operations increased 10.5% to approximately $1.32 million for the three months ended September 30, 2024 from approximately $1.19

million for the three months ended September 30, 2023.

This increase was primarily due to an increase in advertising, marketing, payroll

and other administrative expenses and administrative cost of public filings of approximately $0.24 million and an increase in management

compensation costs of approximately $0.03 million for the three months ended September 30, 2024, compared to such costs for the three

months ended September 30, 2023.

of Nine Months Ended September 30, 2024 and 2023

Nine Months Ended

Operations Data

September 30,

March 31, 2025

Operating expenses

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Loss from operations

Our revenues increased 114.5% to approximately $0.42 million for the nine months ended September 30, 2024 from approximately $0.20 million

for the nine months ended September 30, 2023.

This increase was primarily due to an increase in revenues from the increased number of

our Discord server paying subscribers during the nine months ended September 30, 2024, including subscribers to the OptionsSwing and

Pure Profits Discord servers that the Company acquired in November 2023 and June 2024, respectively, compared to such revenues for the

nine months ended September 30, 2023, which preceded the acquisitions of the OptionsSwing and Pure Profits Discord servers.

no material difference in the Company’s subscription pricing structure between these periods.

Operating Expenses .

Our total operating expenses increased 28.3% to approximately $4.85 million for the nine months ended September 30, 2024 from approximately

$3.78 million for the nine months ended September 30, 2023.

This increase was primarily due to an increase in advertising, marketing,

payroll and other administrative expenses and administrative cost of public filings of approximately $0.84 million and an increase in

management compensation costs of approximately $0.23 million for the nine months ended September 30, 2024, compared to such costs for

the nine months ended September 30, 2023.

Loss From Operations .

from operations increased 23.6% to approximately $4.43 million for the nine months ended September 30, 2024 from approximately $3.58

million for the nine months ended September 30, 2023.

This increase was primarily due to an increase in advertising, marketing, payroll

and other administrative expenses and administrative cost of public filings of approximately $0.84 million and an increase in management

compensation costs of approximately $0.23 million for the nine months ended September 30, 2024, compared to such costs for the nine months

ended September 30, 2023.

Other income (expense)

Interest income

Interest expense

Total other income

Our revenue increased 36.8% to approximately $0.17 million for the three months ended March 31, 2025 from approximately $0.12 million

for the three months ended March 31, 2024.

This increase was primarily due to the increased number of our Discord server paying subscribers

for the three months ended March 31, 2025, including subscribers to the Pure Profits Discord server that the Company acquired in June

2024, compared to such number for the three months ended March 31, 2024.

There was no material difference in the Company’s subscription

pricing structure between these periods.

Our total operating expenses increased 20.9% to approximately $1.83 million for the three months ended March 31, 2025

from approximately $1.51 million for the three months ended March 31, 2024.

This increase was primarily due to an increase in advertising,

marketing, payroll and other administrative expenses and administrative cost of public filings, compared to such costs for the three

months ended March 31, 2024.

From Operations .

Our loss from operations increased 19.5% to approximately $1.66 million for the three months ended March 31,

2025 from approximately $1.39 million for the three months ended March 31, 2024.

This increase was primarily due to an increase in advertising,

marketing, payroll and other administrative expenses and administrative cost of public filings, compared to such costs for the three

months ended March 31, 2024.

and Capital Resources

As of September 30, 2024,

we had an accumulated deficit of $9,994,891.

During the nine months ended September 30, 2024 and 2023, we had a net loss of $4,428,810

and $3,582,799, respectively.

To date, we have financed our operations primarily through capital raises and sales of our services.

April 2024, we filed the Shelf Registration Statement, which was also declared effective by the SEC in April 2024, for potential offerings

of up to $100,000,000 in aggregate, subject to the requirement that in no event may we sell shares having a value exceeding more than

one-third of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below

In May 2024, the Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds

of $1.5 million, and in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross

In September 2024, the Company entered into the ATM Sales Agreement and filed a prospectus supplement to the Shelf Registration

Statement for the ATM Financing for gross proceeds of up to $1,791,704.

The Company expects that up to approximately $1.0 million of additional

gross proceeds may be sold in the ATM Financing, subject to the Company’s ability to meet the requirements of SEC rules for the

filing of an additional prospectus supplement to the Shelf Registration Statement for such additional amount.

Based on our existing cash

resources and the cash expected to be received from the ATM Financing and other planned financings, it is expected that the Company will

have sufficient funds to carry out the Company’s planned operations through September 30, 2025 and for at least 12 months beyond

that period, including the Company’s costs associated with being a public reporting company.

may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to

expand our business, or other investments or acquisitions we may decide to pursue.

If our own financial resources are insufficient to

satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities.

sale of additional equity securities could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased

debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

As of March 31, 2025,

the Company had an accumulated deficit of $13,665,770 and cash and cash equivalents of $4,208,912.

During the three months ended March

31, 2025 and 2024, the Company had a net loss of $1,624,218 and $1,386,904, respectively.

To date, the Company has financed its operations

primarily through capital raises and sales of its services.

Based on the Company’s existing cash resources, the cash expected to

be received from planned financings, and increased revenues expected to be generated from expanded operations due to prior asset acquisitions,

it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through March 31, 2026

and for at least 12 months beyond that period.

indicated above, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand

our business, or other investments or acquisitions we may decide to pursue.

If our own financial resources are insufficient to satisfy

our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities.

additional equity securities could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased debt

service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

may not be available in amounts or on terms acceptable to us, if at all.

1 unchanged sentence

to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

following table provides detailed information about our net cash flow for the nine months ended September 30, 2024 and 2023.

Nine Months Ended

September 30,

following table provides detailed information about our net cash flow for the periods presented:

Three Months Ended

Net cash provided by (used in) operating activities

3 unchanged sentences

Net cash provided by (used in) financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Net cash used in operating activities was approximately

$3.45 million for the nine months ended September 30, 2024, as compared to net cash used in operating activities of approximately $2.95

million for the nine months ended September 30, 2023.

This increase was primarily due to an increase in net loss.

Net cash used in investing activities was approximately

$0.215 million for the nine months ended September 30, 2024, as compared to $0.008 million for the nine months ended September 30, 2023.

This change was primarily due to the purchase of an intangible asset and increased purchases of

property and equipment during the nine months ended September 30, 2024 compared to a lesser amount of such

purchases for the nine months ended September 30, 2023.

Net cash provided by financing activities was

approximately $2.84 million for the nine months ended September 30, 2024, as compared to approximately $6.85 million net cash provided

by financing activities for the nine months ended September 30, 2023.

This change was primarily due to the reduced amount of proceeds

from the Company’s private placements during the nine months ended September 30, 2024 compared to the proceeds received from its

February 2023 initial public offering.

Public Offering and Underwriting Agreement

February 2, 2023, the Company entered into the Underwriting Agreement, dated as of February 2, 2023, between the Company and Boustead

Securities, LLC, a registered broker-dealer (“Boustead”), as representative of the underwriters named on Schedule 1 thereto

(the “Underwriting Agreement”), relating to the Company’s initial public offering of 1,500,000 shares of Class B Common

Stock (the “IPO Shares”).

Pursuant to the Underwriting Agreement, in exchange for Boustead’s firm commitment to purchase

the IPO Shares, the Company agreed to sell the IPO Shares to Boustead at a purchase price (the “IPO Price”) of $23.25 (93%

of the public offering price per share of $25.00, after deducting underwriting discounts and commissions and before deducting a 0.75%

non-accountable expense allowance), and one or more warrants to purchase 7% of the aggregate number of shares of Class B Common Stock

sold in the initial public offering, at an exercise price equal to 125% of the public offering price, subject to adjustment (the “Representative’s

February 3, 2023, the IPO Shares and 300,000 outstanding shares of Class B Common Stock that were registered for resale as described

below were listed and commenced trading on The Nasdaq Capital Market tier of Nasdaq.

closing of the initial public offering took place on February 7, 2023.

At the closing, the Company sold the IPO Shares for total gross

proceeds of $7,500,000.

After deducting the underwriting discounts, commissions, non-accountable expense allowance, and other expenses

from the initial public offering, the Company received net proceeds of approximately $6.6 million.

The Company also issued Boustead the

Representative’s Warrant exercisable for the purchase of 21,000 shares of Class B Common Stock at an exercise price of $31.25 per

share, subject to adjustment.

The Representative’s Warrant may be exercised by payment of cash or by a cashless exercise provision,

and may be exercised at any time for five years following the date of issuance.

IPO Shares were offered and sold, and the Representative’s Warrant was issued, pursuant to the Company’s Registration Statement

on Form S-1 (File No.

333-267258), as amended, initially filed with the SEC on September 2, 2022, and declared effective by the SEC on

February 2, 2023 (the “IPO Registration Statement”), and the final prospectus, dated February 2, 2023 (the “Final IPO

Prospectus”), filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(4) of the Securities Act.

In addition, a total of

300,000 shares of Class B Common Stock were registered for resale by the selling stockholders named in the IPO Registration Statement,

and a final prospectus relating to these shares, dated February 2, 2023 (the “Final Resale Prospectus”), was filed with the

SEC on February 6, 2023 pursuant to Rule 424(b)(3) of the Securities Act.

Any resales of these shares occurred at a fixed price of $25.00

per share until the Class B Common Stock was listed on Nasdaq.

Thereafter, these sales will occur at fixed prices, at market prices prevailing

at the time of sale, at prices related to prevailing market prices, or at negotiated prices.

The Company will not receive any proceeds

from the resale of Class B Common Stock by the selling stockholders.

IPO Registration Statement also registered for sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000

for an additional 45,000 shares of Class B Common Stock at the assumed public offering price of $25.00 per share upon full exercise of

the underwriters’ over-allotment option;

and up to an additional 3,150 shares of Class B Common Stock underlying the Representative’s

Warrant with a maximum aggregate offering price of $98,437.50 at the assumed exercise price of $31.25 per share assuming full exercise

of the over-allotment option.

The underwriters’ over-allotment option expired unexercised.

The Company has not received any proceeds

from the exercise of the Representative’s Warrant because it has not been exercised.

April 4, 2023, Post-Effective Amendment No.

1 to the IPO Registration Statement (the “Post-Effective Amendment”) was filed

with the SEC and became effective on April 14, 2023.

The Post-Effective Amendment was required to be filed to update the IPO Registration

Statement to include, among other things, the information contained in our Annual Report on Form 10-K for the fiscal year ended December

31, 2022, which was filed with the SEC on March 31, 2023.

The Post-Effective Amendment maintained the effectiveness of the IPO

Registration Statement with respect to the sale of shares of common stock issuable upon exercise of the Representative’s

Warrant and the resale of the shares of common stock held by the selling stockholders.

Updated prospectuses were included with the Post-Effective

The Post-Effective Amendment also incorporates by reference all documents subsequently filed by the Company pursuant to Sections

13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering described in the prospectuses included with the

Post-Effective Amendment.

stated in the IPO Registration Statement and the Final IPO Prospectus, the Company intended to use the net proceeds from the initial

public offering for investment in corporate infrastructure, marketing and promotion of Discord communities, social campaigns, and the

Company’s “AE.360.DDM” service, expansion of the Company’s “SiN” service, increasing staff and company

personnel, and general working capital, operating, and other corporate expenses.

As stated in the Post-Effective Amendment, the Company

intended to use any proceeds from the exercise of the Representative’s Warrant for working capital and general corporate purposes.

following is the Company’s reasonable estimate of the uses of the proceeds from the initial public offering from the date of the

closing of the offering on February 7, 2023 through September 30, 2024:

was used for construction of plant, building and facilities;

was used for the purchase and installation of machinery and equipment;

was used for purchases of real estate;

$0.3 million was used for the acquisition of other businesses;

was used for the repayment of indebtedness;

Approximately

$6.0 million was used for working capital;

None was used for temporary investments.

of the date of this Quarterly Report on Form 10-Q, none of the proceeds from the initial public offering were used to make direct or

indirect payments to any of the Company’s directors or officers, any of their associates, any persons owning 10% or more of any

class of the Company’s equity securities, or any of our affiliates, or direct or indirect payments to any others other than for

the direct costs of the offering.

has not been, and the Company does not expect, any material change in the planned use of proceeds from the initial public offering as

described in the IPO Registration Statement and the Final IPO Prospectus or any exercise of the Representative’s Warrant, as described

in the Post-Effective Amendment.

to the Underwriting Agreement, as of February 3, 2023, we were subject to a lock-up agreement that provided that we may not, without

the prior written consent of Boustead, for 12 months, subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell

any option or contract to purchase, purchase any option or contract to sell, change the terms of, or grant any option, right or warrant

to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company;

(ii) file or cause to be filed any registration

statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable

or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee

benefit plans);

or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above

is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

Underwriting Agreement contains other customary representations, warranties and covenants by the Company, customary conditions to closing,

indemnification obligations of the Company and Boustead, including for liabilities under the Securities Act, other obligations of the

parties, and termination provisions.

The representations, warranties and covenants contained in the Underwriting Agreement were made

only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be

subject to limitations agreed upon by the contracting parties.

The Underwriting Agreement also provided that the engagement letter agreement

between the Company and Boustead, dated November 29, 2021 (the “Boustead Engagement Letter”), remained in full force and

Letter with Boustead Securities, LLC

Boustead Engagement Letter expired on February 7, 2024.

Following the expiration of the Boustead Engagement Letter, we must compensate

Boustead with a cash fee equal to 7% and non-accountable expense allowance equal to 1% of the gross proceeds received by the Company

from the sale of securities in an investment transaction, or up to 10% of the gross proceeds from certain other merger, acquisition,

or joint venture, strategic alliance, license, research and development, or other similar transactions, with a party, including any investor

in a private placement in which Boustead served as placement agent or in the initial public offering, or who became aware of the Company

or who became known to the Company prior to the termination or expiration of the Boustead Engagement Letter, including any Company officers,

directors, employees, consultants, advisors, stockholders, members, or partners, for such transactions that occur during the 12-month

period following the expiration of the Boustead Engagement Letter, as described further below (the “Tail Rights”).

see “— ATM Financing – Waivers and Consents to ATM Financing ” below.

Boustead Engagement Letter also provided Boustead a right of first refusal (the “Right of First Refusal”) for two years following

the expiration of the Boustead Engagement Letter to act as financial advisor, lead managing underwriter, book runner, placement agent,

or to act as joint advisor, managing underwriter, book runner, or placement agent on at least equal economic terms, on any public or

private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of

In the event that we engage Boustead to provide such services, Boustead will be compensated consistent with the Boustead

Engagement Letter, as described below, unless we mutually agree otherwise.

However, see “— ATM Financing – Waivers

and Consents to ATM Financing ” below.

the Boustead Engagement Letter, in connection with a transaction as to which Boustead duly exercises the Right of First Refusal or is

entitled to the Tail Rights, Boustead shall receive compensation as follows:

than normal course of business activities, as to any sale, merger, acquisition, joint venture, strategic alliance, license, research

and development, or other similar agreements, Boustead will accrue compensation under a percentage fee of the Aggregate Consideration

(as defined in the Boustead Engagement Letter) calculated as follows:

for Aggregate Consideration of less than $10,000,000;

for Aggregate Consideration between $10,000,000 - $25,000,000;

for Aggregate Consideration between $25,000,001 - $50,000,000;

for Aggregate Consideration between $50,000,001 - $75,000,000;

for Aggregate Consideration between $75,000,001 - $100,000,000;

for Aggregate Consideration above $100,000,000;

any investment transaction including any common stock, preferred stock, ordinary shares, convertible stock, limited liability company

or limited partnership memberships, debt, convertible debentures, convertible debt, debt with warrants, stock warrants, stock options

(excluding issuances to Company employees), stock purchase rights, or any other securities convertible into common stock, any form

of debt instrument involving any form of equity participation, and including the conversion or exercise of any securities sold in

any transaction, Boustead shall receive upon each investment transaction closing a success fee, payable in (i) cash, equal to 7%

of the gross amount to be disbursed to the Company from each such investment transaction closing, plus (ii) a non-accountable expense

allowance equal to 1% of the gross amount to be disbursed to the Company from each such investment transaction closing, plus (iii)

warrants equal to 7% of the gross amount to be disbursed to the Company from each such investment transaction closing, including

shares issuable upon conversion or exercise of the securities sold in any transaction, and in the event that warrants or other rights

are issued in the investment transaction, 7% of the shares issuable upon exercise of the warrants or other rights, and in the event

of a debt or convertible debt financing, warrants to purchase an amount of Company stock equal to the 7% of the gross amount or facility

received by the Company in a debt financing divided by the warrant exercise share.

The warrant exercise price will be the lower of:

(i) the fair market value price per share of the Company’s common stock as of each such financing closing date;

(ii) the price

per share paid by investors in each respective financing;

(iii) in the event that convertible securities are sold in the financing,

the conversion price of such securities;

or (iv) in the event that warrants or other rights are issued in the financing, the exercise

price of such warrants or other rights;

such warrants will be transferable in accordance with FINRA rules and SEC regulations, exercisable from the date of issuance and

for a term of five years, contain cashless exercise provisions, be non-callable and non-cancelable with immediate piggy-back registration

rights, have customary anti-dilution provisions and any future stock issuances, etc., at a price(s) below the exercise price per

share, at terms no less favorable than the terms of any warrants issued to participants in the related transaction, and provide for

automatic exercise immediately prior to expiration;

out-of-pocket expenses in connection with the performance of its services, regardless of whether a transaction occurs.

see “— ATM Financing – Waivers and Consents to ATM Financing ” below.

Boustead Engagement Letter contains other customary representations, warranties and covenants by the Company, customary conditions to

closing, indemnification obligations of the Company and Boustead, including for liabilities under the Securities Act, other obligations

of the parties, and termination provisions.

The representations, warranties and covenants contained in the Boustead Engagement Letter

were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,

and may be subject to limitations agreed upon by the contracting parties.

2023 and April 2024 Private Placements with Triton Funds LP

to Triton Funds LP

a Closing Agreement, dated as of June 30, 2023 (the “Triton Closing Agreement”), between the Company and Triton Funds LP,

a Delaware limited partnership (“Triton”), the Company agreed to sell to Triton, at its option, shares of Class B Common

Stock having an aggregate value of $1,000,000 (“Triton Shares”), pursuant to a registration statement to be filed and made

effective for the resale of the Triton Shares.

Subject to the terms of the Triton Closing Agreement, the Company was provided a right

to deliver a closing notice (the “Triton Closing Notice”) and issue the Triton Shares to Triton at any time before September

30, 2023, pursuant to which Triton had agreed to purchase the Triton Shares for $1,000,000 before deducting a $25,000 administrative

The price of each of the Triton Shares was agreed to be 85% of the lowest daily volume-weighted average price of the Class B Common

Stock during the five business days prior to the closing of the purchase of the Triton Shares (the “Triton Closing”).

Triton Closing was required to occur within five business days after the Triton Shares were received by Triton.

Triton’s obligation

to purchase the Triton Shares was conditioned on the effectiveness of a registration statement covering the resale of the Triton Shares

and Triton’s ownership not exceeding 9.99% of the Class B Common Stock outstanding as of June 30, 2023.

Triton Closing Agreement contained additional requirements, including that the Company maintain the listing of the Class B Common Stock

on the primary market on which the Class B Common Stock is listed and provide notice to Triton of certain events affecting registration

or that may suspend its right to submit the Triton Closing Notice.

The Company also agreed to provide indemnification against liabilities

relating to misrepresentations, breaches of obligations, and third-party claims relating to the Triton Closing Agreement, with certain

The Triton Closing Agreement provided that it would expire either upon the Triton Closing or September 30, 2023.

an Amended and Restated Closing Agreement, dated as of August 1, 2023, between the Company and Triton (the “Triton Amended and

Restated Closing Agreement”), the Closing Agreement was amended and restated to provide that, subject to its terms and conditions,

the Company may deliver a Triton Closing Notice and issue certain securities to Triton at any time on or before September 30, 2023, pursuant

to which Triton would be required to purchase such securities of the Company with an aggregate gross purchase price of $1,000,000 in

the following manner.

Upon delivery of a Triton Closing Notice and the issuance and delivery of securities as described below, Triton

would purchase Triton Shares in an amount equal to up to 9.99% of the outstanding shares of Class B Common Stock following such purchase,

pre-funded warrants (“Triton Pre-Funded Warrants” and together with Triton Shares, “Triton Securities”) that

may be exercised to purchase an amount of newly-issued shares of Class B Common Stock (“Triton Warrant Shares”), or both

Triton Shares and Triton Pre-Funded Warrants, such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants together

with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants was required to equal a total gross purchase

price of $1,000,000.

Any proceeds under the Triton Amended and Restated Closing Agreement must be reduced by a $25,000 administrative

The Triton Amended and Restated Closing Agreement also provided that it would expire either upon the date that Triton paid the required

purchase price after receiving a Triton Closing Notice, or September 30, 2023.

The terms of the price of the Triton Securities and the

required date of the Triton Closing were not amended, except that if Triton elected to purchase Triton Pre-Funded Warrants in lieu of

Triton Shares, then the purchase price per Triton Pre-Funded Warrant acquired would be reduced by $0.01 with such $0.01 being the exercise

price of the Triton Pre-Funded Warrant.

Triton Amended and Restated Closing Agreement provided that Triton’s obligation to purchase the Triton Securities was subject to

certain conditions.

These conditions included the filing and effectiveness of the required registration statement for the resale of the

Triton Securities.

In addition, the Class B Common Stock was required to remain listed on The Nasdaq Capital Market tier of Nasdaq, and

the issuance of the Triton Securities was required to not violate any requirements of Nasdaq.

Triton’s purchase requirement was

also subject to provisions that prevented Triton from acquiring shares of Class B Common Stock at the time of any sale of the Triton

Securities or exercise of the Triton Pre-Funded Warrants that would result in the number of shares beneficially owned by Triton and its

affiliates exceeding 9.99% of the total number of shares of Class B Common Stock outstanding immediately after giving effect to the issuance

of the shares under the Triton Amended and Restated Closing Agreement or the Triton Pre-Funded Warrants (the “Triton Beneficial

Ownership Limitation”).

The Triton Amended and Restated Closing Agreement provided for the issuance of the Triton Pre-Funded Warrants

in lieu of issuance of some or all the Triton Shares, with an exercise price of $0.01 per share and with no expiration date, if, in Triton’s

sole discretion, it would otherwise exceed the Triton Beneficial Ownership Limitation, or otherwise upon Triton’s election.

each of the Triton Shares that Triton instead elected to be issuable as Triton Warrant Shares, the number of Triton Shares that we were

required to issue to Triton at the time of any sale of the Triton Securities was required to be decreased on a one-for-one basis.

We were also required to provide indemnification against liabilities relating to misrepresentations, breaches of obligations, and third-party

claims relating to the Triton Amended and Restated Closing Agreement, with certain exceptions.

August 18, 2023, the Company filed a Registration Statement on Form S-1 (File No.

333-274079) to register the offer and sale of the Triton

Securities in an amount of up to 177,000 shares of Class B Common Stock consisting of Triton Shares and Triton Warrant Shares, as well

as other securities.

The registration statement was declared effective by the SEC on September 6, 2023.

an Amendment to Triton Amended and Restated Closing Agreement (the “First Triton Amendment”), dated as of September 27, 2023,

the Company and Triton agreed to amend the Triton Amended and Restated Closing Agreement (as amended, the “Amended A&R Closing

Agreement”) to provide that the Amended A&R Closing Agreement would expire on December 30, 2023 instead of September 30, 2023;

to provide that up to an aggregate value of $1,000,000 of the Class B Common Stock, based on the purchase price formula described above,

may be sold and purchased pursuant to a Triton Closing Notice;

and to amend the form of Triton Closing Notice to provide for a specific

number of shares that may be sold to Triton under the Amended A&R Closing Agreement.

The First Triton Amendment did not amend any

of the other provisions of the Triton Amended and Restated Closing Agreement.

an incentive to Triton to enter into the First Triton Amendment and agree to the extension of the term under the Amended A&R Closing

Agreement to December 30, 2023, the Company indicated to Triton that it would deliver a Triton Closing Notice under the Amended A&R

Closing Agreement to sell a number of shares of Class B Common Stock equal to approximately 4.9% of the outstanding shares of Class B

Common Stock prior to the sale.

Therefore, on September 29, 2023, under the Amended A&R Closing Agreement, the Company delivered

a Triton Closing Notice to Triton (the “First Triton Closing Notice”) for the purchase of 52,682 Triton Shares (the “First

Triton Shares”), which was the amount of shares of Class B Common Stock equal to approximately 4.9% of the shares of Class B Common

Stock outstanding on that date.

Pursuant to the Amended A&R Closing Agreement, the closing date for this purchase was required to

take place within five business days after the Triton Shares were delivered to Triton.

On the date of this Triton Closing (the “First

Triton Closing”), Triton was required to pay the Company a purchase price per share equal to 85% of the lowest daily volume-weighted

average price of the Class B Common Stock during the five business days prior to the date of the First Triton Closing, the proceeds of

which would be reduced by the $25,000 administrative fee, in accordance with the terms of the Amended A&R Closing Agreement.

October 4, 2023, the First Triton Shares were received by Triton.

Pursuant to the Amended A&R Closing Agreement, on the fifth business

day following the day that the First Triton Shares were received, Triton was required to pay the Company approximately $45,841, based

on a price per share of $1.3447, equal to 85% of $1.582, the lowest daily volume-weighted average price of the Class B Common Stock during

the five-business-day period ending October 11, 2023, less the $25,000 administrative fee.

The Company received payment of this amount

on October 13, 2023.

a Second Amendment to Triton Amended and Restated Closing Agreement (the “Second Triton Amendment”), dated as of December

30, 2023, the Company and Triton agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement

would expire on March 31, 2024, instead of December 30, 2023.

The Second Triton Amendment did not amend any of the other provisions of

the Amended A&R Closing Agreement.

a Third Amendment to Amended and Restated Closing Agreement (the “Third Triton Amendment”), dated as of March 29, 2024, the

Company and Triton agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement would

expire on April 30, 2024, instead of March 31, 2024.

The Third Triton Amendment did not amend any of the other provisions of the Amended

A&R Closing Agreement.

to the Amended A&R Closing Agreement, as amended by each of the Second Triton Amendment and the Third Triton Amendment, on March

27, 2024, the Company delivered a Triton Closing Notice to Triton informing Triton that the Company had elected to exercise its right

to sell Triton 124,318 Triton Shares (the “Second Triton Shares”).

The price of each of the Second Triton Shares was required

to be 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Triton

Closing for the sale of the Second Triton Shares (the “Second Triton Closing”), and the Second Triton Closing was required

to occur within five business days after the date that the Second Triton Shares were received by Triton.

April 10, 2024, the date of the Second Triton Closing, the price of the Second Triton Shares was determined to be $1.70 per share based

on the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Second Triton

On April 17, 2024, the Company received gross proceeds of $211,341.

to Boustead Securities, LLC

connection with the First Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company was

required to pay Boustead a fee equal to 7% of the aggregate purchase price, and non-accountable expense allowance equal to 1% of the

aggregate purchase price for the First Triton Shares.

In addition, the Company issued a warrant (the “October 2023 Boustead Warrant”)

to Boustead for the purchase of 3,688 shares of Class B Common Stock, equal to 7% of the number of the First Triton Shares, with an exercise

price of $1.3447 per share, subject to adjustment, a five-year term, and cashless exercise and registration rights.

connection with the Second Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid

Boustead, as placement agent compensation, a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance

equal to 1% of the aggregate purchase price for the Second Triton Shares.

In addition, the Company issued a warrant (the “April

2024 Boustead Warrant”) to Boustead for the purchase of 8,702 shares of Class B Common Stock, equal to 7% of the number of the

Second Triton Shares, with an exercise price of $1.70 per share, subject to adjustment, a five-year term, and cashless exercise and registration

Triton Closing Agreement, the Triton Amended and Restated Closing Agreement, the First Triton Amendment, the Second Triton Amendment,

the Third Triton Amendment, the form of the Triton Pre-Funded Warrant, and the form of the October 2023 Boustead Warrant and April 2024

Boustead Warrant are filed as Exhibit 10.25, Exhibit 10.26, Exhibit 10.27, Exhibit 10.30, Exhibit 10.32, Exhibit 4.6, and Exhibit 4.7

to the 2023 Annual Report, respectively, and the description above is qualified in its entirety by reference to the full text of such

2024 TommyBoyTV Asset Purchase Agreement

an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of June 21, 2024, among the Company, TommyBoyTV, LLC

(the “Seller”), and Tomas Cvercko, the owner of all of the membership interests of Seller (the “Member”), the

Company agreed to purchase all of the Seller’s right, title, and interest in and to substantially all of the assets and properties

owned by the Seller and used in connection with its business of Discord development, social media, online community management, marketing,

and analytics for the payment of $200,000 in cash (the “Cash Consideration”), the issuance of 5,000 shares of Class B Common

Stock (the “Stock Consideration”), and other good and valuable consideration as described herein.

to the Asset Purchase Agreement, on June 21, 2024, the Company paid the Seller $200,000 and issued the Stock Consideration to the Member,

and the Seller and the Member delivered title to all of the assets of the Seller.

The Stock Consideration vested immediately upon issuance.

to the Asset Purchase Agreement, the Company agreed to assume certain liabilities including the obligations, duties and liabilities with

respect to the contracts used in conducting or relating to the business of the Seller and other specified assets, in each case only to

the extent arising from and after June 21, 2024.

These assumed liabilities also exclude any obligations arising from the Seller’s

breach or default before June 21, 2024.

Asset Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and warranties as

well as to certain third-party claims, and indemnification by the Company of the Seller and the Member with respect to certain damages

with respect to the assumed liabilities and certain other liabilities asserted by a third party arising after June 21, 2024.

of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying party

will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $25,000.

However, this

threshold limitation does not apply to claims by the Company for breaches by the Seller or the Member of certain fundamental representations

and warranties.

In addition, the Company’s aggregate remedy with respect to any and all indemnifiable losses may in no event exceed

the purchase price, consisting of the Cash Consideration.

$1.57 million for the three months ended March 31, 2025, as compared to net cash used in operating activities of approximately $1.04

million for the three months ended March 31, 2024.

This increase was primarily due to an increase in net loss of approximately $0.24

million, a decrease in stock-based compensation of approximately $0.07 million, and a decrease in prepaid expenses of approximately $0.12

cash used in investing activities was $0 for the three months ended March 31, 2025, as compared to $0.01 million for the three months

ended March 31, 2024.

This change was primarily due to the non-recurrence of the purchase of property and equipment during the three

months ended March 31, 2025.

cash provided by financing activities was approximately $3.12 million for the three months ended March 31, 2025, as compared to $0 for

the three months ended March 31, 2024.

This change was primarily due to the proceeds from the issuance of Class B Common Stock during

the three months ended March 31, 2025 and the non-occurrence of proceeds from financing activities during the three months ended March

Employment and Consulting Agreements

March 27, 2025, the Company entered into a letter agreement between the Company and Arshia Sarkhani, the Company’s Chief Executive

Officer and President, dated as of March 27, 2025 (the “New Arshia Sarkhani Agreement”).

Under the New Arshia Sarkhani Agreement,

Sarkhani will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated

earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date

of the termination of the Company’s previous letter agreement, dated as of April 21, 2022, between the Company and Mr.

(the “Prior Arshia Sarkhani Employment Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Sarkhani an annual

salary of $240,000.

Pursuant to the New Arshia Sarkhani Agreement, the Company will also pay Mr.

Sarkhani an immediate cash bonus of

Sarkhani will also be eligible to receive an annual cash bonus as determined by the Company’s board of directors or

the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Asset Entities Inc.

2022 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Class B Common Stock available for grant

under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

Sarkhani will be granted an award

of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to

a restricted stock award agreement (the “Sarkhani Award Agreement”).

The shares will vest equally over two years on each

anniversary of the Sarkhani Award Agreement subject to Mr.

Sarkhani’s continuous service.

Upon a change of control of the Company,

all of the shares will vest immediately.

The Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Arshia Sarkhani Agreement, Mr.

Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated

employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

The New Arshia Sarkhani

Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

Sarkhani for “cause” as defined

in the New Arshia Sarkhani Agreement.

If the Company terminates Mr.

Sarkhani without cause, the Company will be required to pay Mr.

a separation fee of $240,000.

March 27, 2025, the Company entered into a letter agreement between the Company and Matthew Krueger, the Company’s Chief Financial

Officer, Treasurer and Secretary, dated as of March 27, 2025 (the “New Krueger Agreement”).

Under the New Krueger Agreement,

Krueger will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated

earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date

of the termination of the Company’s previous letter agreement, dated April 21, 2022, between the Company and Mr.

Krueger (the “Prior

Krueger Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Krueger an annual salary of $180,000.

Pursuant to the

New Krueger Agreement, the Company will also pay Mr.

Krueger an immediate cash bonus of $50,000.

Krueger will also be eligible to

receive an annual cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s

stockholders of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan,

and further subject to the approval of the board or the Compensation Committee, Mr.

Krueger will be granted an award of shares of Class

B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock

award agreement (the “Krueger Award Agreement”).

The shares will vest equally over two years on each anniversary of the Krueger

Award Agreement subject to Mr.

Krueger’s continuous service.

Upon a change of control of the Company, all of the shares will vest

The Krueger Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Krueger Agreement,

Krueger will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time

to time, subject to plan terms and generally applicable Company policies.

The New Krueger Agreement also contains certain confidentiality

The Company may terminate Mr.

Krueger for “cause” as defined in the New Krueger Agreement.

If the Company terminates

Krueger without cause, the Company will be required to pay Mr.

Krueger a separation fee of $180,000.

March 27, 2025, the Company entered into a letter agreement between the Company and Kyle Fairbanks, the Company’s Executive Vice-Chairman

and Chief Marketing Officer, dated as of March 27, 2025 (the “New Kyle Fairbanks Agreement”).

Under the New Kyle Fairbanks

Agreement, Mr.

Fairbanks will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027

unless terminated earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following

the date of the termination of the Company’s previous letter agreement, dated April 21, 2022, between the Company and Mr.

(the “Prior Kyle Fairbanks Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Fairbanks an annual salary

Pursuant to the New Kyle Fairbanks Agreement, the Company will also pay Mr.

Fairbanks a cash bonus of $10,000 on April 1,

Fairbanks will also be eligible to receive an annual cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Plan to increase the number of shares of Class B Common

Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

will be granted an award of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation

Committee pursuant to a restricted stock award agreement (the “Fairbanks Award Agreement”).

The shares will vest equally

over two years on each anniversary of the Fairbanks Award Agreement subject to Mr.

Fairbanks’s continuous service.

Upon a change

of control of the Company, all of the shares will vest immediately.

The Fairbanks Award Agreement will also contain non-competition and

non-solicitation provisions.

Under the New Kyle Fairbanks Agreement, Mr.

Fairbanks will be eligible to participate in standard benefits

plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company

The New Kyle Fairbanks Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

for “cause” as defined in the New Kyle Fairbanks Agreement.

If the Company terminates Mr.

Fairbanks without cause, the Company

will be required to pay Mr.

Fairbanks a separation fee of $240,000.

March 27, 2025, the Company entered into an engagement letter between the Company and Michael Gaubert, the Company’s Executive

Chairman, dated as of March 27, 2025 (the “New Gaubert Agreement”).

Under the New Gaubert Agreement, Mr.

Gaubert will continue

to provide services to the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier

in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date of the termination

of the Company’s previous engagement letter, dated April 21, 2022, between the Company and Mr.

Gaubert (the “Prior Gaubert

Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Gaubert a monthly fee of $20,000.

Pursuant to the New Gaubert

Agreement, the Company will also pay Mr.

Gaubert an immediate cash fee of $75,000.

Gaubert will be eligible to receive additional

cash payments as determined by the Company.

Gaubert will also be reimbursed for all preapproved costs and expenses reasonably incurred

in the performance of his services to the Company.

Subject to the approval by the Company’s stockholders of an amendment to the

Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval

of the board or the Compensation Committee, Mr.

Gaubert will be granted an award of shares of Class B Common Stock under the Plan in

an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Gaubert

Award Agreement”).

The shares will vest equally over two years on each anniversary of the Gaubert Award Agreement subject to Mr.

Gaubert’s continuous service.

The Gaubert Award Agreement will also contain non-competition and non-solicitation provisions.

a change of control of the Company, all of the shares will vest immediately.

Under the New Gaubert Agreement, Mr.

Gaubert will be eligible

to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms

and generally applicable Company policies.

The New Gaubert Agreement also contains certain confidentiality provisions.

The New Gaubert

Agreement may be terminated by either party upon 30 days’ advance written notice.

However, if either party breaches a material

obligation under the New Gaubert Agreement, and such breach continues for a period of ten days after the other party notifies the breaching

party, the New Gaubert Agreement may be terminated immediately by notice to the breaching party.

In addition, if the Company commits

such a breach, or the Company terminates Mr.

Gaubert in the absence of a material breach by Mr.

Gaubert under the New Gaubert Agreement,

then any shares granted will vest immediately, any shares due will be granted and vest immediately, and the Company will be required

Gaubert a separation fee of $240,000.

of the executive officers named above was required to sign an Employee Confidential Information and Inventions Assignment Agreement or

an Independent Contractor Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure

of the Company’s proprietary information, contains a general assignment of rights to inventions and intellectual property rights,

non-competition provisions that apply during the term of employment or services, non-solicitation provisions that apply during the term

of employment or services and for one year after the term of employment or services, and non-disparagement provisions that apply during

and after the term of employment or services.

Placements of Series A Preferred Stock

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sold 165 shares of Series A Preferred Stock to Ionic for gross proceeds of $1,500,000.

Company has received confirmation from Ionic that it will invest up to an additional $3 million upon request by the Company.

investment will be subject to the negotiation and entry into additional or amended definitive agreements.

Rights Agreement

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information requirement under Rule 144.

form of the Registration Rights Agreement is filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Company on August

14, 2024, and the description above is qualified in its entirety by reference to the full text of such exhibit.

of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement

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of Amendment to Designation (the “Third Designation Amendment”) filed with the Secretary of State of the State of Nevada

on September 4, 2024 at 11:38 AM Pacific Daylight Time (as amended, the “Certificate of Designation”), designating 660 shares

of the Company’s preferred stock as “Series A Convertible Preferred Stock,” $0.0001 par value per share, and setting

forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred Stock.

on September 4, 2024 at 11:38 AM Pacific Daylight Time (as amended, the “Series A Certificate of Designation”), designating

660 shares of the Company’s preferred stock as “Series A Convertible Preferred Stock,” $0.0001 par value per share,

and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred

Each share of Series A Preferred Stock has an initial stated value (“Stated Value”) of $10,000 per share.

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of Series A Preferred Stock will be entitled to receive cumulative dividends, in shares of Class B Common Stock (or cash at the Company’s

option) on the Stated Value at an annual rate of 6% (which will increase to 12% if a Triggering Event (as defined in the Certificate

option) on the Stated Value at an annual rate of 6% (which will increase to 12% if a Triggering Event (as defined in the Series A Certificate

of Designation) occurs until such Triggering Event, if curable, is cured).

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of the average of the lowest daily volume weighed average price of the Class B Common Stock during the Alternate Conversion Measuring

Period (as defined in the Certificate of Designation).

Period (as defined in the Series A Certificate of Designation).

holder of Series A Preferred Stock may not convert the Series A Preferred Stock into Class B Common Stock to the extent that such conversion

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Holders of Series A Preferred Stock are not prohibited from delivering a Conversion

Notice (as defined by the Certificate of Designation) while another Conversion Notice remains outstanding.

Certificate of Designation provides that the Conversion Price may not be lower than a floor price (the “Floor Price”) of

$0.4275 per share, subject to adjustment for stock splits and similar transactions.

If the Conversion Price would be less than the Floor

Price, then, subject to the terms and conditions of the Certificate of Designation, the Stated Value will automatically increase in the

manner provided pursuant to the Certificate of Designation, as described in the following paragraph.

The Series A Preferred Stock also

may not be converted except to the extent that the shares of Class B Common Stock issuable upon such conversion may be resold pursuant

to Rule 144 or an effective and available registration statement.

Notice (as defined by the Series A Certificate of Designation) while another Conversion Notice remains outstanding.

Series A Certificate of Designation provides that the Conversion Price may not be lower than a floor price (the “Floor Price”)

of $0.4275 per share, subject to adjustment for stock splits and similar transactions.

If the Conversion Price would be less than the

Floor Price, then, subject to the terms and conditions of the Series A Certificate of Designation, the Stated Value will automatically

increase in the manner provided pursuant to the Series A Certificate of Designation, as described in the following paragraph.

A Preferred Stock also may not be converted except to the extent that the shares of Class B Common Stock issuable upon such conversion

may be resold pursuant to Rule 144 or an effective and available registration statement.

a conversion of Series A Preferred Stock would have resulted in the issuance of an amount of shares of Class B Common Stock exceeding

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shares would be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction

or series of transactions that may be aggregated with the transactions contemplated by the Certificate of Designation under applicable

rules of Nasdaq, including Nasdaq Listing Rule 5635(d) (such amount, the “Exchange Limitation”), the Conversion Price would

have been required to be at least equal to the price (the “Minimum Price”) that would be the lower of the last closing price

of the stock immediately preceding the signing of the related binding agreement and the average closing price for the five Trading Days

(as defined below) immediately preceding the signing of the related binding agreement, before the effectiveness of the approval of such

number of the holders of the outstanding shares of the Company’s voting securities as required by the Bylaws of the Company (the

“Bylaws”) and the Nevada Revised Statutes (“NRS”), to ratify and approve all of the transactions contemplated

or series of transactions that may be aggregated with the transactions contemplated by the Series A Certificate of Designation under

applicable rules of Nasdaq, including Nasdaq Listing Rule 5635(d) (such amount, the “Exchange Limitation”), the Conversion

Price would have been required to be at least equal to the price (the “Minimum Price”) that would be the lower of the last

closing price of the stock immediately preceding the signing of the related binding agreement and the average closing price for the five

Trading Days (as defined below) immediately preceding the signing of the related binding agreement, before the effectiveness of the approval

of such number of the holders of the outstanding shares of the Company’s voting securities as required by the Bylaws of the Company

(the “Bylaws”) and the Nevada Revised Statutes (the “NRS”), to ratify and approve all of the transactions contemplated

by the Transaction Documents (as defined in the Ionic Purchase Agreement), including the issuance of all of the shares of Series A Preferred

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rules and regulations of The Nasdaq Capital Market tier of Nasdaq (or any successor entity) (the “Stockholder Approval”).

In the event that the Conversion Price on a Conversion Date (as defined in the Certificate of Designation) would have been less than

the applicable Minimum Price or the Floor Price if not for the immediately preceding sentence, then, upon any conversion of shares of

Series A Preferred Stock, the Stated Value will automatically be increased by an amount equal to the product obtained by multiplying

In the event that the Conversion Price on a Conversion Date (as defined in the Series A Certificate of Designation) would have been less

than the applicable Minimum Price or the Floor Price if not for the immediately preceding sentence, then, upon any conversion of shares

of Series A Preferred Stock, the Stated Value will automatically be increased by an amount equal to the product obtained by multiplying

(A) the higher of (I) the highest price that the Class B Common Stock trades at on the Trading Day immediately preceding the Conversion

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tier of Nasdaq (or any successor entity).

The Ionic Purchase Agreement and the Certificate of Designation further required that the Company

file a Preliminary Information Statement on Schedule 14C with the SEC within 10 days of the date of the First Ionic Closing followed

by the filing of a Definitive Information Statement on Schedule 14C with the SEC within 20 days of the date of the First Ionic Closing,

or within 45 days of the date of the First Ionic Closing if delayed due to a court or regulatory agency, including but not limited to

the SEC, which was required to disclose the Stockholder Approval.

In accordance with the rules of the SEC, the Stockholder Approval was

required to become effective 20 days after the Definitive Information Statement was sent or given in accordance with SEC rules.

The Ionic Purchase Agreement and the Series A Certificate of Designation further required that

the Company file a Preliminary Information Statement on Schedule 14C with the SEC within 10 days of the date of the First Ionic Closing

followed by the filing of a Definitive Information Statement on Schedule 14C with the SEC within 20 days of the date of the First Ionic

Closing, or within 45 days of the date of the First Ionic Closing if delayed due to a court or regulatory agency, including but not limited

to the SEC, which was required to disclose the Stockholder Approval.

In accordance with the rules of the SEC, the Stockholder Approval

was required to become effective 20 days after the Definitive Information Statement was sent or given in accordance with SEC rules.

accordance with the requirements and provisions described above, on May 24, 2024, the Company obtained the execution of a written consent

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amount of shares of Class B Common Stock equal to or greater than 20% of the total common stock or voting power outstanding on the date

of the Certificate of Designation may be issued pursuant to the Certificate of Designation at a price that may be less than the Minimum

of the Series A Certificate of Designation may be issued pursuant to the Series A Certificate of Designation at a price that may be less

than the Minimum Price.

On May 31, 2024, the Company filed a Preliminary Information Statement on Schedule 14C with the SEC.

On June 13, 2024, the Company

filed a Definitive Information Statement on Schedule 14C with the SEC disclosing the Stockholder Approval.

As of the 20 th day

following actions meeting these and other applicable requirements, the Company is permitted to issue more than the limited number of

shares as defined by the Exchange Limitation, at a Conversion Price that may be below the Minimum Price.

13, 2024, the Company filed a Definitive Information Statement on Schedule 14C with the SEC disclosing such written consent.

20 th day following actions meeting these and other applicable requirements, the Company is permitted to issue more than the

limited number of shares as defined by the Exchange Limitation, at a Conversion Price that may be below the Minimum Price.

the Ionic Purchase Agreement, if the closing price of the Class B Common Stock falls below $3.75 per share, the holder’s total

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to registration statements that were filed and effective as of the date of the Ionic Purchase Agreement (solely to the extent necessary

to keep such registration statements effective and available and not with respect to any Subsequent Placement), unless each of the First

Registration Statement and the Second Registration Statement is effective and the respective prospectuses are available for use, or the

outstanding shares of Series A Preferred Stock and underlying shares of Class B Common Stock may be resold without limitation under Rule

Additionally, the Company may not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities

of the Company without the prior express written consent of Ionic (other than as required by the Certificate of Designation).

Initial Certificate of Designation, the First Designation Amendment, Second Designation Amendment and the Third Designation Amendment

are filed as Exhibit 3.3, Exhibit 3.4, Exhibit 3.6 and Exhibit 3.7 to this Quarterly Report on Form 10-Q, respectively, and the description

above is qualified in its entirety by reference to the full text of such exhibits.

The form of the Ionic Purchase Agreement is filed

as Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Company on August 14, 2024, and the description above is qualified

in its entirety by reference to the full text of such exhibit.

to keep such registration statements effective and available and not with respect to any Subsequent Placement (as defined by the Ionic

Purchase Agreement)), unless each of the First Registration Statement and the Second Registration Statement is effective and the respective

prospectuses are available for use, or the outstanding shares of Series A Preferred Stock and underlying shares of Class B Common Stock

may be resold without limitation under Rule 144.

Additionally, the Company may not, directly or indirectly, redeem, or declare or pay

any cash dividend or distribution on, any securities of the Company without the prior express written consent of Ionic (other than as

required by the Series A Certificate of Designation).

of March 31, 2025, all 330 shares of Series A Preferred Stock outstanding had been converted into a total of 7,970,848 shares of Class

B Common Stock, of which 2,158,882 were held in abeyance pursuant to the Series A Beneficial Ownership Limitation.

to Boustead Securities, LLC

connection with each of the First Ionic Closing and the Second Ionic Closing, pursuant to the Boustead Engagement Letter and the Underwriting

Agreement, the Company was required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance

equal to 1% of the aggregate purchase price for the Series A Preferred Stock.

On the date of the First Ionic Closing, we therefore paid

Boustead a total amount of $120,000.

In addition, the Company was required to issue a warrant to Boustead for the purchase of 30,800

shares of Class B Common Stock, equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the

shares of Series A Preferred Stock sold at the First Ionic Closing at the initial Conversion Price of $3.75 per share (the “May

2024 Boustead Warrant”).

connection with each of the First Ionic Closing and the Second Ionic Closing, pursuant to the letter agreement, dated November 29, 2021,

between the Company and Boustead (the “Boustead Engagement Letter”) and the Underwriting Agreement, dated as of February

2, 2023, between the Company and Boustead (as representative of the underwriters named therein) (the “Underwriting Agreement”),

the Company was required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal

to 1% of the aggregate purchase price for the Series A Preferred Stock.

On the date of the First Ionic Closing, we therefore paid Boustead

a total amount of $120,000.

In addition, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of

Class B Common Stock, equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of

Series A Preferred Stock sold at the First Ionic Closing at the initial Conversion Price of $3.75 per share (the “May 2024 Boustead

On the date of the Second Ionic Closing, we paid Boustead a total amount of $120,000.

In addition, on

the date of the Second Ionic Closing, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Class

B Common Stock, equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series

A Preferred Stock sold at the Second Ionic Closing at the initial Conversion Price of $3.75 per share (the “July 2024 Boustead

In addition, on the date of the

Second Ionic Closing, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock,

equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series A Preferred Stock

sold at the Second Ionic Closing at the initial Conversion Price of $3.75 per share (the “July 2024 Boustead Warrant”).

to an Assignment and Assumption Agreement, dated as of July 30, 2024, among Boustead, Sutter Securities, Inc., a registered broker-dealer

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five-year terms, and cashless exercise and piggyback registration rights.

May 2024 Boustead Warrant was filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed by the Company on August 14, 2024, and

the description above is qualified in its entirety by reference to the full text of such exhibit.

The July 2024 Assignee Warrant is filed

as Exhibit 4.1 to this Quarterly Report on Form 10-Q, and the description above is qualified in its entirety by reference to the full

text of such exhibit.

The First July 2024 Boustead Warrant Assignment Agreement and the Second July 2024 Boustead Warrant Assignment

Agreement are filed as Exhibit 10.4 and Exhibit 10.5 to this Quarterly Report on Form 10-Q, respectively, and the description above is

qualified in its entirety by reference to the full text of such exhibits.

Sales Agreement

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with the SEC on September 30, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus.

In November 2024

and January 2025, the Company filed additional prospectus supplements to the Shelf Registration Statement to increase the maximum gross

proceeds to $5,489,399.

to the ATM Sales Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agent, acting as

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The offering of the ATM Shares pursuant

to the related prospectus supplement to the Shelf Registration Statement and the accompanying base prospectus will terminate upon the

to the related prospectus supplements to the Shelf Registration Statement and the accompanying base prospectus will terminate upon the

earlier of (i) the sale of the ATM Shares pursuant to such prospectus supplement and accompanying base prospectus having an aggregate

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supplement and the accompanying base prospectus, forming a part of the effective registration statement.

copy of the ATM Sales Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and the description above is qualified

in its entirety by reference to the full text of such exhibit.

and Consents to ATM Financing

September 20, 2024, the Company entered into a Waiver and Consent, dated as of September 20, 2024 (the “Ionic ATM Waiver”),

between the Company and Ionic, pursuant to which Ionic waived any prohibition, restriction or adverse adjustment that would otherwise

apply to any action of the Company relating to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities

Act), of equity securities of up to $5 million (“Waived ATM Financing”) under the Ionic Purchase Agreement or the Certificate

of Designation.

Pursuant to the Ionic ATM Waiver, regardless of the terms and conditions of the Ionic Purchase Agreement and the Certificate

of Designation, the Company may at any time enter into any agreement relating to a Waived ATM Financing, the filing of a prospectus supplement

to a prospectus contained in an effective registration statement that was filed under the Securities Act relating to a Waived ATM Financing,

the announcement of a Waived ATM Financing, the issuance, offer, sale, or grant of any shares of Class B Common Stock relating to a Waived

ATM Financing, or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or services

or settlement of any obligations that may otherwise arise with respect to a Waived ATM Financing.

In addition, pursuant to the Ionic

ATM Waiver, Ionic waived any adjustment to the applicable Conversion Price, which partly determines the number of shares of Class B Common

Stock issuable upon conversion of a share of Series A Preferred Stock, that would otherwise occur as a result of any Waived ATM Financing

under the terms of the Certificate of Designation.

a Waiver and Consent, dated as of September 20, 2024, between the Company and Ionic, as amended and restated by the Amended and Restated

Waiver and Consent, dated as of March 20, 2025, between the Company and Ionic (as amended, the “Ionic ATM Waiver”), Ionic

waived any prohibition, restriction or adverse adjustment that would otherwise apply to any action of the Company relating to the ATM

Financing under the Ionic Purchase Agreement or the Series A Certificate of Designation.

Pursuant to the Ionic ATM Waiver, regardless

of the terms and conditions of the Ionic Purchase Agreement and the Series A Certificate of Designation, the Company may at any time

enter into or consummate any transactions contemplated by any agreement relating to the ATM Financing, the filing of a prospectus supplement

to a prospectus contained in an effective registration statement that was filed under the Securities Act relating to the ATM Financing,

the announcement of the ATM Financing, the issuance, offer, sale, or grant of any shares of Class B Common Stock relating to the ATM

Financing, or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or services or settlement

of any obligations that may otherwise arise with respect to the ATM Financing.

In addition, pursuant to the Ionic ATM Waiver, Ionic waived

any adjustment to the applicable Conversion Price, which partly determines the number of shares of Class B Common Stock issuable upon

conversion of a share of Series A Preferred Stock, that would otherwise occur as a result of the ATM Financing under the terms of the

Series A Certificate of Designation.

September 26, 2024, the Company entered into a Limited Waiver and Consent, dated as of September 26, 2024 (the “Boustead ATM Waiver”),

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rights, or rights of first refusal that would be applicable under the Boustead Engagement Letter and the Underwriting Agreement in relation

to a Waived ATM Financing.

Pursuant to the Boustead ATM Waiver, the Company may at any time enter into any agreement relating to a Waived

ATM Financing, the filing of a prospectus supplement to a prospectus contained in an effective registration statement that was filed

under the Securities Act relating to a Waived ATM Financing, the announcement of a Waived ATM Financing, the issuance, offer, sale, or

grant of any shares of the Class B Common Stock relating to a Waived ATM Financing, or the issuance, offer, sale, or grant of any securities

in connection with either the provision of goods or services or settlement of any obligations that may otherwise arise with respect to

a Waived ATM Financing.

As consideration, the Boustead ATM Waiver provides that the Company will promptly pay Boustead 3.0% of the gross

sales price of all shares of Class B Common Stock sold in connection with any Waived ATM Financing until the end of the applicability

of the provisions of the right of first refusal provisions of the Boustead Engagement Letter.

Ionic ATM Waiver and the Boustead ATM Waiver are filed as Exhibit 10.2 and Exhibit 10.3 to this Quarterly Report on Form 10-Q, respectively,

and the description above is qualified in its entirety by reference to the full text of such exhibits.

the nine months ended September 30, 2024 and 2023, we had no significant cash requirements for capital expenditures or other cash needs

under any contractual or other obligations, except as follows.

an Office Agreement, dated as of January 25, 2022, between the Company and Regus Management Group, LLC (“Regus Management”),

the Company leased an office located at 100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a daily payment of $32.82.

The term of the lease was from February 1, 2022 to January 31, 2023.

an Office Agreement, dated as of May 4, 2022, between the Company and Regus Management, the Company leased an office located at 100 Crescent

Court, 7 th Floor, Dallas, Texas 75201, for a daily payment of $44.63.

The term of the lease was from June 1, 2022 to May 31,

a Renewal Agreement, dated as of October 10, 2022, between the Company and Regus Management, the Company leased an office located at

100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a monthly payment of $1,085.

The term of the lease was from February

1, 2023 to January 31, 2024.

an Office Move Agreement, dated as of March 3, 2023, between the Company and Regus Management, the Company transferred an office lease

to a different office located at 100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a monthly payment of $4,989.

term of the agreement was from March 7, 2023 to May 31, 2023.

a Renewal Agreement, dated as of March 6, 2023, between the Company and Regus Management, the Company leased an office located at 100

Crescent Court, 7 th Floor, Dallas, Texas 75201, for a monthly payment of $5,104.

The term of the lease was from June 1, 2023

to February 29, 2024.

a Renewal Service Agreement, dated as of October 10, 2023, between the Company and Regus Management, the Company leases an office located

at 100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a total monthly payment of $1,228.

The term of the lease is from

February 1, 2024 to January 31, 2025.

a Renewal Service Agreement, dated as of November 9, 2023, between the Company and Regus Management, the Company leases an office located

at 100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a total monthly payment of $5,329.

The term of the lease is from

March 1, 2024 to November 30, 2024.

addition, under a Renewal Service Agreement, dated as of June 9, 2024, between the Company and Regus Management, the Company will lease

an office located at 100 Crescent Court, 7 th Floor, Dallas, Texas 75201, for a total monthly payment of $1,981.

the lease will be from October 1, 2024 to September 30, 2025.

Sheet Arrangements

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Accounting Policies and Estimates

This discussion and analysis of our financial

condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted

accounting principles in the United States (“GAAP”).

The preparation of these financial statements requires us to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at

the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

Our estimates are based

on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act), of equity securities of up to $5

million (“Boustead-Waived ATM”).

Pursuant to the Boustead ATM Waiver, the Company may at any time enter into any agreement

relating to a Boustead-Waived ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement

that was filed under the Securities Act relating to a Boustead-Waived ATM, the announcement of a Boustead-Waived ATM, the issuance, offer,

sale, or grant of any shares of the Class B Common Stock relating to a Boustead-Waived ATM, or the issuance, offer, sale, or grant of

any securities in connection with either the provision of goods or services or settlement of any obligations that may otherwise arise

with respect to a Boustead-Waived ATM.

As consideration, the Boustead ATM Waiver provides that the Company will promptly pay Boustead

3.0% of the gross sales price of all shares of Class B Common Stock sold in connection with any Boustead-Waived ATM until the end of

the applicability of the provisions of the right of first refusal provisions of the Boustead Engagement Letter.

Company has determined that the Boustead Engagement Letter was superseded by the Underwriting Agreement with respect to the right of

first refusal provisions of the Boustead Engagement Letter.

The right of first refusal provisions under the Underwriting Agreement terminated

as of February 7, 2025.

Accounting Estimates

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with generally accepted accounting principles in the United States.

The preparation of these financial statements requires

us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets

and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are

described in more detail in the notes to our financial statements included with this Quarterly Report on Form 10-Q, we believe that the

following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more

significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies and estimates

relate to the following:

Intangible assets acquired are recorded at fair

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment annually

or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying

Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate

discount rates.

During the nine months ended September 30, 2024 and 2023, there were no intangible asset impairment charges.

While our significant accounting

policies are described in more detail in the notes to our financial statements included with this Quarterly Report on Form 10-Q, we believe

that the following accounting policies are critical to understanding our historical and future performance, as these policies relate

to the more significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies

and estimates relate to the following:

assets acquired are recorded at fair value.

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances

indicate that the carrying value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment

annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value.

Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount

During the three months ended March 31, 2025 and 2024, there were no intangible asset impairment charges.

intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years.

18 unchanged sentences

to be impaired and written down to its fair value.

The Company expenses advertising costs as they

Total advertising expenses were $453,976 and $324,570 for the nine months ended September 30, 2024 and 2023,

respectively, and have been included as part of general and administrative expenses.

Company expenses advertising costs as they incurred.

Total advertising expenses were $212,070 and $143,915 for the three months

ended March 31, 2025 and 2024, respectively, and have been included as part of general and administrative expenses.

and Development

3 unchanged sentences

achieved as defined under the applicable agreement.

The Company incurred research and development

expenses of $336,719 and $0 for the nine months ended September 30, 2024 and 2023, respectively, and have been included as part

of contract labor.

Company incurred research and development expenses of $99,364 and $119,009 for the three months ended March 31, 2025 and 2024,

respectively, and have been included as part of contract labor.

Based Compensation

25 unchanged sentences

related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week.

these agreements is recognized over the related

service period.

As of September 30, 2024 and December 31, 2023, total contract liabilities were $610 and $3,445 respectively.

liabilities consist of quarterly and annual subscription revenue that have not been recognized.

Revenue under these agreements is recognized

over the related service period.

As of March 31, 2025 and December 31, 2024, total contract liabilities were $667 and $369 respectively.

Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months.

Changes in contract liabilities for the nine months

ended September 30, 2024 are as follows:

September 30,

Balance, December 31, 2023

in contract liabilities for the three months ended March 31, 2025 and 2024 are as follows:

Balance, January 1

Deferral of revenue

Recognition of revenue

Balance, September 30, 2024

Balance, March 31

per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings

per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all

entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share

In the accompanying interim financial statements, basic loss per share is computed by dividing net loss by the weighted average

number of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by the weighted

average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the

potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless

the result would be antidilutive.

The Company would account for the potential dilution from convertible securities using the as-if

converted method.

Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

260, “ Earnings per Share ” which requires presentation of basic earnings per share on the face of the statements of

operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic

earnings per share computation.

In the accompanying financial statements, basic loss per share is computed by dividing net loss by the

weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net

income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the

period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options

and warrants unless the result would be antidilutive.

The Company would account for the potential dilution from convertible securities

using the as-if converted method.

The Company accounts for warrants and options using the treasury stock method.

For the three months ended September 30, 2024,

warrants representing 105,490 shares of common stock equivalents were excluded from the computation from diluted net loss per

share as the result was anti-dilutive.

The Company follows ASC 850, “Related

Party Disclosures” , for the identification of related parties and disclosure of related party transactions and balances.

There were no related party transactions except management fees.

During the nine months ended September 30, 2024 and 2023, the Company

paid management fees to their controlling members totaling $2,513,562 and $2,275,878, respectively.

of March 31, 2025, warrants representing 105,490 shares of common stock equivalents were excluded from the computation from

diluted net loss per share as the result was anti-dilutive.

and Contingencies

Company follows ASC 450-20, “Loss Contingencies” , to report accounting for contingencies.

Liabilities for loss

contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that

a liability has been incurred and the amount of the assessment can be reasonably estimated.

As of March 31, 2025 and December 31, 2024,

the Company did not have any commitments and contingencies.

The Company operates as one operating

The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews the operating results

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The CODM uses operating margin

and net income to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating

decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between

operating expenses and the management and forecasting of cash to ensure enough capital is available.

Accordingly, we determined we operate

in a single reporting segment.

CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of

Total assets on the Balance Sheets represent our segment assets.

Accounting Pronouncements

November 2024, the Financial Accounting Standards Board issued ASU 2024-03 final standard on Income Statement:

Disaggregation of Income

Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities.

The ASU does not

change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense

captions into specified categories in disclosures within the footnotes to the financial statements.

This guidance will be effective for

us on January 1, 2027.

Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

have a material impact on its interim financial statements.

have a material impact on its financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis